More than you think.




     Absolute Software | 2008 Annual Report
During its 15-year history,
Absolute Software Corporation
has secured mobility for millions
of subscribers and established...
But there’s more…
moreLeadership

Fellow Shareholders,
Fiscal 2008 was another solid year of growth for Absolute as we continued to fortify ...
Mobility, Legislation and Awareness Fuel Demand
The key demand drivers for Absolute’s products and services continue to ga...
moreMomentum



                                                            Global laptop shipments increased
    Individu...
States now have legislation requiring notification
of security breaches involving personal information.




               ...
morePartners



          Intel announced its anti-theft platform
          initiative, which included Absolute as
       ...
Absolute has partnered with more than 20 of the world’s leading
 PC OEMs, retailers, value-added resellers, system integra...
moreInnovation

Pre-theft
Absolute is well known as the standard for theft recovery and data
protection of mobile computer...
Lease Management
                                                                                               Most organ...
moreInnovation

Post-theft
Absolute’s theft recovery and data protection services provide
customers with peace of mind. Th...
Forensic Auditing
                                                                           Comprehensive and
           ...
moreGrowth
The accelerating global demand for mobile devices along with their growing capacity to manage, store and transm...
Smartphones are the fastest
growing segment of the mobile
device industry (30% worldwide
and 55% U.S. expected
CAGR 2006–2...
morePerformance

                    Increased Sales Contracts 53% (70% in U.S. dollars)
                    to $72.5 mill...
Sales Contracts                     Cash from Operations
      ($ millions)                        ($ millions)
80        ...
Management’s discussion and analysis        17
Auditors report                             35
Consolidated financial statem...
Absolute Software 2008 Annual Report

ABSOLUTE SOFTWARE CORPORATION
Management’s Discussion and Analysis
For the years end...
Management’s Discussion & Analysis

 The words “we”, “our”, “us”, “Company”, and “Absolute” refer to Absolute Software Cor...
Absolute Software 2008 Annual Report

Performance Overview – Fiscal 
Fiscal 2008 was a prosperous year for the busines...
Management’s Discussion & Analysis

 Traditionally, we have focused on customers in the commercial segment. However, in fis...
Absolute Software 2008 Annual Report

        a significant share of this market, and to leverage it to accelerate our glob...
Management’s Discussion & Analysis

 Software-as-a-Service Business Model
 Absolute sells solutions in a SaaS model in whi...
Absolute Software 2008 Annual Report

The average selling price (“ASP”) per subscription has decreased from prior years re...
Management’s Discussion & Analysis

 Research and development (“R&D”) expenditures increased 47% in fiscal 2008 in support ...
Absolute Software 2008 Annual Report

Cash from Operations
Including the quarter just ended, Absolute has generated 16 con...
Management’s Discussion & Analysis

 Accrued warranty increased to $11.8 million (13% of deferred revenue) at June 30, 200...
Absolute Software 2008 Annual Report

        The following common share stock options and warrants are issued and outstan...
Management’s Discussion & Analysis

 Off-Balance Sheet Arrangements
 The Company has not entered into any off-balance sheet...
Absolute Software 2008 Annual Report

Product Errors and Third-Party Mischief
The software technology that enables Absolut...
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
Absolute Software 2008 Annual Report
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Absolute Software 2008 Annual Report

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2008 annual report for Absolute Software Corporation (TSX: ABT), the leader in computer theft recovery, data protection and secure IT asset management solutions. Absolute Software provides organizations and consumers with solutions in the areas of regulatory compliance, data protection and theft recovery. The Company's Computrace software is embedded in the firmware of computers by global leaders, including Acer, ASUS, Dell, Fujitsu, General Dynamics Itronix, HP, Lenovo, Motion, Panasonic and Toshiba, and the Company has reselling partnerships with these OEMs and others, including Apple. For more information about Absolute Software and Computrace, visit www.absolute.com and http://www.absolute.com/blog.

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Absolute Software 2008 Annual Report

  1. 1. More than you think. Absolute Software | 2008 Annual Report
  2. 2. During its 15-year history, Absolute Software Corporation has secured mobility for millions of subscribers and established itself as the leader in computer theft recovery, data protection and IT asset management.
  3. 3. But there’s more…
  4. 4. moreLeadership Fellow Shareholders, Fiscal 2008 was another solid year of growth for Absolute as we continued to fortify our industry leadership position. We built new partnerships, developed new technology, expanded our customer focus, enhanced the team, and rolled-out a global customer service strategy. These initiatives resulted in robust growth across all of our key fi nancial metrics. We more than doubled our subscriber base to over 3.3 million computers, increased sales contracts 53, grew cash from operations to $30 million and shipped our unique “Anti-Theft” persistent firmware module on an estimated 50 million notebooks. Now, with a seasoned team, Absolute’s anti-theft “software as a service” platform is positioned for worldwide growth. Adding Value Beyond Theft Protection Absolute invented and remains the undisputed leader in the “Anti-Theft” or computer theft protection market. Absolute’s products have also matured into a sophisticated pre-theft security and management toolset, delivering best practices for “off-LAN” secure computer tracking. Absolute’s tamper-resistant embedded computer tracking system helps customers proactively deter computer theft, drift, shrinkage and plug potential network security vulnerabilities. Post-theft, Absolute’s unique, programmable and persistent computer security tracking system enables our customers to take a broad range of emergency response actions when devices and data become lost or stolen. These include a compelling auditing and remote forensic reporting capability which gives the customer insight into the nature of any unauthorized data breach on the mobile device. We also provide confirmation of whether or not any private and confidential data was actually accessed or, if applicable, whether the encryption program was successful in protecting the data against compromise. Th is enables the customer to better assess their data breach reporting obligations and helps give a deeper and more confident position of compliance with several data privacy rules. In 2008 Absolute delivered new, innovative products and features designed to address changing customer requirements. For commercial customers, we added a new dimension to computer asset management with the ability to track computers and visually display their location using Google mapping technology. In addition, we launched a post-theft file access audit feature to enhance our remote data delete service, and made numerous enhancements to our management and reporting features. In response to growing concerns over identity theft, we also launched Computrace LoJack for Laptops Premium — which delivers commercial level remote data delete capabilities to the home user. These broadened capabilities build upon Absolute’s foundation in the computer theft recovery and data protection markets. Customer Loyalty In fi scal 2008, we grew our subscriber base by 110, ending the year with more than 3.3 million computers under subscription. Th is subscription base represents a recurring revenue opportunity, as nearly 60 of this year’s sales contracts came from existing customers. We consider this a testament to both the quality and consistency of service that Absolute provides. Many of our customers rely on our persistent tracking system for day-to-day policy and compliance management, inventory control and vulnerability assessment. The persistence and “off-LAN” features of our system, offers a unique and complementary capability to other asset management systems. With these services, most of our customers have experienced a reduction in computer loss and drift rates through tracking, recovery and deterrence, and have thus reduced their exposure. This in turn has helped them to confidently adopt mobility and maximize the efficiency of their workforce. Much of this value and “sticky” customer base is made possible by our unique computer theft recovery capabilities. With more than 750 collective years of policing and high tech crime experience, our team has successfully fostered relationships with police departments worldwide, facilitating our unique ability to successfully recover missing computers. 2
  5. 5. Mobility, Legislation and Awareness Fuel Demand The key demand drivers for Absolute’s products and services continue to gather momentum. Global notebook shipments increased 37.6 in Q2 20081, data privacy legislation is prevalent at both the state and federal government levels, and industry leaders like Intel are now evangelizing “Anti-Theft”. According to the Computer Security Institute’s annual study, laptop and mobile device theft was experienced by fully 50 of security professionals2. All these factors increase demand for theft deterrence, computer theft protection and data protection solutions. The message is clear: mobile computing requires layered security measures to deal with identity theft and data privacy breach issues. Because the source of much theft is internal, measures must move beyond, and supplement, conventional solutions such as encryption. Absolute’s Computrace is the ideal complement to encryption; it allows customers to forensically audit the data breach remotely, protect the private data in certain scenarios where the unauthorized user may have access to the password, and recover the stolen device — revealing the source of internal theft in the process. These essential services are well beyond the scope of most conventional security solutions. A New Era of Industry Partnerships Absolute has built OEM partnerships with the world’s leading computer manufacturers. Still, Absolute’s services are only activated on approximately 7 of new notebooks shipped in the United States. With “Anti-Theft” potentially becoming a global computer security standard, there is clearly room for additional growth. Our ability to innovate and adapt our solutions to meet the needs of our partners is another critical key to driving service adoption. The development of Computrace to work with Qualcomm’s Gobi global mobile Internet and GPS platform is a good example as it allows our data protection and theft recovery to be delivered closer to real time. Our collaboration with Intel also underscores our strengthening leadership position. With Absolute’s suite of solutions, customers will also be able to access the anti-theft layer available for notebooks employing Intel’s upcoming Centrino processor. In the coming months, through targeted promotional campaigns, we expect Intel to further evangelize the under-penetrated anti-theft market. Absolute Growth The fundamental condition of our business and finances, and the caliber of our leadership team have never been stronger. The breadth, maturity and stability of our strategic partnerships, unique recovery team, growing customer base, proven track record, patented tracking, recovery, persistence and embedded technologies and our new Microsoft® Windows™ mobile-based offering provides us with a true sustainable competitive advantage. With a balance sheet that has more than $64 million in cash and investments, no debt, and strong cash flow margins, we have the foundation in place to execute on our strategic growth plan. In closing, I would like to extend a sincere thank you to our employees for their innovation and tireless work, our board of directors for their guidance and our shareholders for their support. I would also like to thank our customers and partners for placing their trust in Absolute to help them manage their mobile security needs and for being ambassadors for our services with industry observers, media and prospects. We look forward to reporting on our progress in the coming year. Sincerely, John Livingston Chairman and Chief Executive Officer 1 IDC Worldwide PC Market, 2Q08 Review 2 Computer Security Institute, The 12th Annual Computer Crime and Security Survey, 2007 3
  6. 6. moreMomentum Global laptop shipments increased Individuals from all walks of life want access to 37.6% to 31.6 M units in Q2 2008.3 information and data at anytime from any location. The desire to access files and information for work Laptops are expected to account for or pleasure on this basis continues to drive the 66% of corporate and 71% of consumer adoption of laptops and other mobile devices. computer purchases by 2011.4 Every 50 seconds a laptop goes Widespread adoption of laptops and missing — and that’s just at U.S. airports.5 mobile devices has liberated users; however, it has also created challenges related to $6.3 M is the average cost to organizations protecting the asset and the data it contains. for each reported data breach incident.6 In addition, organizations with large laptop populations need to track where their assets are More than 245 M data records and what applications they contain on a daily of U.S. residents have been exposed due basis. Doing so can result in substantial cash to security breaches since January 2005.7 savings from proper software license compliance and effective deployment of computers As much as 20% of software licensing throughout the organization. and hardware maintenance charges are incurred for assets that are no longer in use.8 3 IDC Worldwide PC Market, 2Q08 Review 4 IDC Worldwide Quarterly PC Tracker, April 16, 2008 5 Ponemon Institute, Airport Insecurity: The Case of Lost Laptops, 2008 6 Ponemon Institute, U.S. Costs of a Data Breach, 2007 7 Privacy Rights Clearinghouse, www.privacyrights.org 8 Gartner inc., “Don’t Overlook Opportunities to Save Costs on ITAM”, Jack Heine, Frank DeSalvo, Frances O’Brien, March 2008 The Gartner Report(s) described herein, (the “Gartner Report(s)”) represent(s) data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (“Gartner”), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Prospectus) and the opinions expressed in the Gartner Report(s) are subject to change without notice. 4
  7. 7. States now have legislation requiring notification of security breaches involving personal information. The proliferation of laptops and the presence of private and confidential information contained on them means that corporations and governments must have a strategy in place to protect their assets and data. Negative publicity and a damaged reputation, along with lawsuits, fines and other out-of-pocket costs, may impact organizations that fail to have adequate measures in place to protect against loss or theft of their confidential data. 5
  8. 8. morePartners Intel announced its anti-theft platform initiative, which included Absolute as a collaborative partner. Partnership with Qualcomm to develop anti-theft and data protection services for their Gobi 3G module that enables real-time anti-theft and data delete services with any network carrier and across multiple PC OEM platforms. Partnered with Digital River to support Absolute’s online sales strategy and drive new and renewal sales for retail consumers. Best Buy Canada offers Absolute’s Computrace software in-store as well as through its Geek Squad 24-hour in-home and in-office computer support services. 6
  9. 9. Absolute has partnered with more than 20 of the world’s leading PC OEMs, retailers, value-added resellers, system integrators, software providers and chipset manufacturers. Absolute’s Computrace software is embedded in the BIOS/Firmware of computers from the world’s leading PC OEMs. As a result, nearly 50 million laptops will ship ‘Computrace ready’ in calendar 2008, bringing Absolute’s total embedded footprint to over 100 million laptops worldwide. A continued focus on working directly with its OEM partners to launch new bundling and marketing programs will serve to expand this presence even more. Absolute has partnered with Digital River to help manage new consumer sales and renewals, and has expanded its retail partner network to include: costco.com, circuitcity.com, Best Buy Canada and Future Shop.
  10. 10. moreInnovation Pre-theft Absolute is well known as the standard for theft recovery and data protection of mobile computers. A lesser known fact is that Absolute also plays an important role in helping companies manage their computers pre-theft. Absolute’s technology enables customers to centrally manage and secure their entire remote and mobile computer populations. In addition to ensuring an accurate inventory of a company’s IT assets, Absolute’s solutions are effective at improving productivity and reducing computer shrinkage. These benefits help demonstrate accountability for IT spending and ensure compliance with corporate and government regulations regarding data privacy. “We literally had 10 people with “Absolute immediately gave us “IT asset management is a top barcode scanners attempting to visibility into our laptop population. priority for Grant Thornton. We are find 12,000 computers. It was a We can see where the laptop is, who achieving asset management accuracy great effort. With Computrace, is logging in and what software is of 99.7… resulting in considerable we always know where our installed. It also allows us to verify cost savings.” computers are. What was once that the laptop’s encryption is up a three-month process is now as to our standard — which is key for Dave Johnson simple as running a five-minute regulatory compliance.” Director, IT Strategic Services report that is more than 99 Grant Thornton accurate. That is accountability.” Brad Myrvold Manager, Desktop Technology Thuan Nguyen Allina Hospitals & Clinics Director, Information Technology Kent School District 8
  11. 11. Lease Management Most organizations that lease their computers struggle with locating mobile PC’s when leases Enhanced Productivity expire and computers need to be Absolute’s inventory management turned in. For those organizations tools enable IT departments with thousands of computers to centrally manage their entire deployed, the challenge is Theft Deterrence remote and mobile computer substantial. Absolute’s solutions Absolute’s computer population by monitoring computer provide IT managers with a recoveries have resulted in movement, call history, asset suite of tools ideal for keeping numerous internal theft rings leasing information, software track of remote and mobile being exposed. With more licensing and hardware computer assets. Changes in than 60% of data breaches add-on compliance. 9 asset information are relayed resulting from “internal causes”, on a daily basis ensuring timely organization-wide knowledge and accurate management of of installation of Absolute’s computer populations. solutions can deter and reduce internal theft. Benefit: In addition to reducing the costs associated with replacing missing hardware, theft deterrence Benefit: Automatic and substantially cuts the security centralized asset management risk of a data breach and helps can improve productivity — and ensure compliance with privacy save money— dramatically by regulations. On average, reported refining the deployment of a theft rates from organizations that company’s remote and mobile use Absolute’s solutions are less computer fleet and ensuring than 1%, compared to 3-5% for optimal allocation of software the industry in general. licenses. As well, it can ensure compliance with company policies by automatically detecting Benefit: IT managers using unauthorized software and Absolute’s solutions know where hardware installations. their computers are nearly 100% of the time. As a result, they are able to ensure optimal allocation of assets, timely lease renewals, reduced theft and minimized drift. 9 Ponemon Institute, U.S. Costs of a Data Breach, 2007 9
  12. 12. moreInnovation Post-theft Absolute’s theft recovery and data protection services provide customers with peace of mind. The recovery team’s techniques and strong relationships with local law enforcement teams mean that customers can count on stolen laptops being recovered. To date, Absolute has returned more than 7,000 stolen laptops to their rightful owners. Remote data delete and data retrieval functions markedly reduce the potential for embarrassing and costly security breaches, and auditing capabilities can determine if a security breach has occurred. These features help ensure compliance with data privacy regulations. “We take many steps to protect “Absolute literally looked after “At Medical Edge, we believe our patients’ personal and health everything from the moment we let encryption and policy enforcement information, including stringent them know it (the laptop) was stolen are a good start, but provide no policies on storing protected to the point where we could go guarantee that the information is information on mobile computers. pick it up at the Surprise (Arizona) secured. With Computrace, our IT With our protected information Police Department. In the past, staff can remotely delete sensitive encrypted, and now the ability to we wouldn’t have had a chance of data on lost or stolen laptops and physically recover computers or recovering that laptop, but the sheer run post-theft forensics to know remotely delete information from speed with which it was found in if health information has been lost or stolen computers, we feel this case should be a major deterrent accessed on the missing computer.” we are doing everything possible to for would-be thieves.” William Chally ensure data security.” Evan Allred Chief Technologist Alison Wells Director, Information Technology The Medical Edge Healthcare Group Manager of Client Service Dysart Unified School District Community Medical Centers 10
  13. 13. Forensic Auditing Comprehensive and defensible audit trails, produced by Computrace, can determine if Remote Data Delete a security breach has occurred Using Computrace, IT professionals on remote and mobile computers can remotely delete sensitive data and if files have been accessed; at the file, directory and/or operating if sensitive data has been lost or Theft Recovery system level. Computrace can stolen, its encryption status and Once connected to the achieve this on both desktop and the last known location of the Internet, Absolute’s software mobile assets, ensuring lost or computer itself can be determined. reports a stolen computer’s stolen computers are left clean location information to the and free of sensitive data. Theft Recovery Team, which works in conjunction with local law enforcement to recover it. Benefit: In addition to avoiding hardware replacement costs, Benefit: Remotely wiping laptop recovery can secure sensitive data can help an organization avoid the damaging Benefit: Absolute’s auditing confidential information — by publicity and potential litigation capabilities help ensure reducing the potential for an associated with an information compliance with government embarrassing and costly data security breach. It ensures data privacy regulations. breach — and help identify compliance with data privacy Currently, 44 states have internal theft issues. regulations and mitigates legislation requiring public associated costs such as notification of security breaches crisis communications strategies involving personal information. and credit monitoring. The ability to prove no breach occurred can reduce negative publicity, and the potential for liability and costs related to such an event. 11
  14. 14. moreGrowth The accelerating global demand for mobile devices along with their growing capacity to manage, store and transmit data has Absolute well positioned to grow its business in three broad areas: (1) increasing its North American attach rate on laptops, (2) penetrating international markets for laptop and data protection and, (3) expanding its product and service suite and the mobile device platforms it serves. Absolute’s current attach rate on U.S. laptop sales is approximately 7%, with plenty of room to grow. Mobile Growth Strategy Absolute has recovered Computer-like functionality continues stolen laptops in: to drive smartphone adoption. At the • Argentina same time, concerns about protecting • Canada data on these devices are pervasive. • Costa Rica Absolute launched Computrace Mobile • England to capitalize on the steep growth • India momentum for smartphones, enabling • Iraq users to track their devices and avoid • Norway potentially embarrassing and costly • Saudi Arabia data breaches should they go missing. • United States 12
  15. 15. Smartphones are the fastest growing segment of the mobile device industry (30% worldwide and 55% U.S. expected CAGR 2006–2011).10 International Growth Strategy Rapid laptop and smartphone adoption in Europe is prompting the same data privacy concerns and calls for regulation as in North America. With the launch of ComputraceOne in March 2007 and the establishment of UK- based operations, Absolute has invested in global expansion over the past two years to capitalize on growth opportunities in Europe and Asia and to deliver the same peace of mind and data security 10 IDC Worldwide Converged Mobile Device that its North American customers enjoy. 2007-2011 Forecast Update: June 2007 13
  16. 16. morePerformance Increased Sales Contracts 53% (70% in U.S. dollars) to $72.5 million. Increased our subscriber base to 3.3 million customer computers, up 110% from June 30, 2007. Increased Increased cash, cash equivalents and liquid investments to $64 million, up 83% from June 30, 2007. Increased deferred revenue to $87.8 million, up 62% from June 30, 2007. Generated a subscription renewal rate of close to 100% with existing commercial customers. Generated cash from operations of $30.0 million, Generated up 78% from fiscal 2007. Generated cash margins of 41%, up from 36% in fiscal 2007. Reduced the operating loss, excluding investment tax credits Reduced and stock-based compensation, by 41% to $3.2 million. Achieved a milestone of 7,000 computer recoveries; Achieved ended the year averaging approximately 1,000 recoveries per quarter. Awarded a US$1.7 million order in the U.S. government market; Awarded a record-sized order for Absolute. Signed a collaboration agreement to make Computrace solutions Signed interoperable with Intel’s Anti-Theft Technology initiative. Collaborated Collaborated to create real-time capability for Computrace solutions on Qualcomm’s wireless Gobi platform. Launched a new security service for Windows Mobile devices, opening up a completely new market opportunity Launched for Absolute. Launched a beta version of its real-time data delete, asset tracking and theft recovery solutions. 14
  17. 17. Sales Contracts Cash from Operations ($ millions) ($ millions) 80 30 70 25 60 20 50 40 15 30 10 20 5 10 0 0 05 06 07 08 05 06 07 08 Revenue Cash, Cash Equivalents & Investments ($ millions) ($ millions) 40 80 35 70 30 60 25 50 20 40 15 30 10 20 5 10 0 0 05 06 07 08 05 06 07 08 Deferred Revenue Subscriptions ($ millions) (millions) 100 3.5 3.0 80 2.5 60 2.0 40 1.5 1.0 20 .5 0 0 05 06 07 08 05 06 07 08 15
  18. 18. Management’s discussion and analysis 17 Auditors report 35 Consolidated financial statements 36 Notes to consolidated financial statements 39 Corporate information 50
  19. 19. Absolute Software 2008 Annual Report ABSOLUTE SOFTWARE CORPORATION Management’s Discussion and Analysis For the years ended June , ,  and  The following Management’s Discussion and Analysis (“MD&A”) is prepared in accordance with National Instrument 51-102F1, and should be read in conjunction with the Company’s Fiscal 2008 Consolidated Financial Statements and accompanying notes. These documents, along with additional information about the Company, including the Annual Report and Annual Information Form, are available at www.absolute.com and www.sedar.com. Certain statements in this MD&A constitute forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to, among other things, worldwide legislative trends, rates of addition of new subscription contracts, adoption rates by users of certain brands of computer products, continuation of firmware support by OEMs, future adoption of firmware support by OEMs currently not doing so, the launch of bundling programs, the expansion of international markets, accelerated demand for products, plans and timing for the introduction or enhancement of services and products, and other expectations, intentions and plans contained in this analysis that are not historical fact. When used in this MD&A, the words “plan”, “expect”, “believe”, and similar expressions generally identify forward- looking statements. These statements reflect current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and general market conditions. In light of the many risks and uncertainties, readers should understand that Absolute Software Corporation cannot offer assurance that the forward-looking statements contained in this analysis will be realized. Selected Annual Information (in millions, except percent and per share data***) Fiscal 2008 Fiscal 2007 Fiscal 2006 Sales Contracts reported* $ 72.5 $ 47.3 $ 22.5 % increase 53% 110% 70% Sales Contracts in constant currency** $ 80.4 $ 47.3 $ 21.9 % increase 70% 115% 84% Cash from Operations* $ 30.0 $ 16.9 $ 4.2 % increase 78% 302% 213% Per Share (basic)*** $ 0.64 $ 0.38 $ 0.10 Per Share (diluted) $ 0.60 $ 0.35 $ 0.09 Revenue $ 37.9 $ 20.1 $ 11.7 % increase 88% 72% 36% Operating loss before Investment Tax Credits and stock-based compensation $ (3.2) $ (5.3) $ (4.3) % decrease (increase) 42% (24%) (90%) Net loss after income taxes $ (8.4) $ (5.9) $ (3.9) Per share (basic and diluted)*** $ (0.18) $ (0.13) $ (0.09) Total assets $ 103.0 $ 63.0 $ 33.0 Cash, cash equivalents and investments $ 64.0 $ 34.9 $ 16.7 Deferred Revenue $ 87.8 $ 54.2 $ 27.0 Long-term debt $ – $ – $ – * Throughout this document we refer to “Sales Contracts” (invoiced sales) as a revenue measure, Cash from Operations and “Cash Margins” (Cash from Operations divided by Sales Contracts) as profitability measures, and “Basic and Diluted Cash from Operations per Share” (Cash from Operations divided by the average shares outstanding for the period (basic), and diluted calculated using the treasury stock method) as an earnings per share measure. With the exception of Cash from Operations, these are non-standard measures under Generally Accepted Accounting Principles (“GAAP”). We consider these non-standard measures to be our key performance metrics since substantially all Sales Contracts in each quarter are deferred on the balance sheet, while the majority of the related costs are expensed in that same quarter. Refer to the Business Model section below for more details. ** Sales Contracts in constant currency refers to the Canadian dollar sales that would have been reported had the average U.S. dollar exchange rate been unchanged from the average rate in fi scal 2007. With approximately 95% of Sales Contracts in U.S. dollars, management believes this to be a more meaningful evaluation of the underlying performance of the business. The average U.S. dollar exchange rate on our sales fell from $1.1521 in Fiscal 2006 to $1.1248 in Fiscal 2007, and then to $1.0131 in Fiscal 2008. *** On December 14, 2007, shareholders approved a two-for-one share split for its common shares effective as of the close of business on January 4, 2008. All share and per share information included in this MD&A has been adjusted to reflect this share split for all periods presented. 17
  20. 20. Management’s Discussion & Analysis The words “we”, “our”, “us”, “Company”, and “Absolute” refer to Absolute Software Corporation and/or the management and employees of the Company. All dollar figures are stated in Canadian dollars unless otherwise stated. Business Overview As computing devices containing data, or having the ability to access data, have become more mobile, the demand for ways to access, control and protect those devices, and the information on them, has increased. Organizations and individuals have become increasingly concerned about the potential exposure of confidential data and networks from the loss or theft of computing assets that are particularly vulnerable in today’s mobile and remote office operating environment. Examples of individuals and organizations that have experienced the shortcomings of this movement through the loss of a mobile device have been numerous and well-publicized. The risk is severe, as indicated, for example, by a study recently sponsored by Dell (June 2008) which found that over 630,000 laptops are lost at U.S. airports each year. To look at another example, on July 21, 2008, ComputerWeekly.com reported that the UK Ministry of Defense is losing one laptop every two days. The computing industry considers protection of mobile devices and related data to be one of the top security issues to resolve – and one against which Absolute has been securing customers for over ten years. The problem increases with the increasingly large volumes of mobile computing devices in use and being shipped every year. Industry estimates expect mobile computing device shipments to continue growing, with an estimated 136 million portable computers shipping in calendar 2008 (IDC, March 2008), and 118 million smartphone devices shipped in calendar 2007 (Canalys Research Report 2008/021). Absolute’s mission is to protect our customers’ information and mobile computing devices from loss and theft, and to simplify essential tracking and management functions. With a subscriber base at June 30, 2008 of over 3.3 million customer computers, we established and developed the “Anti-Theft” market category over ten years ago and remain its leader. We have a proven track record for tracking and recovering lost or stolen devices, and for protecting sensitive data. As a result, we have become a vital component of the security strategy of many mobile computer users. We are also one of the pioneers of the Software-as-a Service (“SaaS”) business model which provides an opportunity for higher long-term profitability than traditional license/maintenance models, and for significant operating cash flows. With server applications hosted by the SaaS provider, the model also enables faster adoption/implementation for customers, simplifies day-to-day management and updating, and makes technology economically viable for customers of all sizes. The hosted SaaS model is also well-suited for our anti-theft type security services as it enables us to maintain control and ensure immediate emergency response to our customers’ security needs. When a laptop is lost or stolen, the owner is exposed to the loss of confidential and private information that can lead to identity theft, privacy breach and/or public embarrassment. The ability to respond immediately is critical, whether by property recovery or remote deletion of customer fi les, and our hosted services model ensures reliability of this service. This emergency response capability is an area of unique advantage for Absolute, as we continue to be the only provider of premium theft recovery services. Our theft recovery team uses our Computrace platform to conduct investigations and recover our customers’ lost and stolen computers. We have recovered more than 7,000 for our customers, and are currently recovering an average of approximately 1,000 per quarter. In the process, we have built a loyal following with customers and law enforcement agencies as we have solved a variety of crimes, including internal theft rings in large organizations which have also led to a reduction in overall theft and loss rates for those customers. From a regulatory compliance perspective, we can provide customers with the data and evidence required to confirm that sensitive data on their computers was protected post theft. In recovering customer computers, we are often providing valuable information about the level of risk, if any, that data was breached. In addition, our data delete solution includes an audit trail to confirm the data was eliminated and identifies whether any fi les were accessed post theft. This can often provide customers with enough evidence to comply with privacy legislation, without triggering notification requirements. 18
  21. 21. Absolute Software 2008 Annual Report Performance Overview – Fiscal  Fiscal 2008 was a prosperous year for the business, which led to a mid-year increase in our subscriber base target to six million by June 30, 2009, up from four million. In addition, we increased our cash margin guidance to 40-43% in our third quarter, up from 30-35% at the beginning of the year. For fiscal 2009, we will continue to focus on our six million subscriber base target and a 35-40% Cash Margin objective. Operational highlights for fiscal 2008 include: • Grew Sales Contracts 53% (70% in U.S. dollars) to $72.5 million. • Closed two of the largest single orders in Company history, one for US$1.7 million in our first quarter, and one for US$2.1 million in our fourth quarter, both to customers in the U.S. government market. • Reported record Sales Contract performance in Q1-F2008 of $21.0 million, and then ended the year with another record quarter in Q4-F2008 at $21.5 million. • Ended the fiscal year with a subscriber base of 3.3 million customer computers, up 110% from 1.6 million at June 30, 2007. • Generated cash from operations of $30.0 million, up 78% over last year, and increased cash margins from 36% to 41%. • Reduced the operating loss, excluding Investment Tax Credits and stock-based compensation, by 41% to $3.2 million. • Grew deferred revenue to $87.8 million, up 62% from last year. • Ended the quarter with cash, cash equivalents and liquid investments of $64 million, up 83% from June 30, 2007. • Achieved a milestone of 7,000 computer recoveries, and are now averaging approximately 1,000 recoveries per quarter. • Collaborated with Qualcomm to create real-time capability for Computrace solutions on Qualcomm’s wireless Gobi platform. • Signed a collaboration agreement with Intel to make Computrace solutions interoperable with Intel’s Anti-Theft Technology initiative. • Launched a new security service for Windows Mobile devices, opening up a completely new market opportunity for Absolute. • Launched a beta version of our real-time data delete, asset tracking and theft recovery services that enables customers to view all of their computing assets on a map. Customer Base The customer is the focal point of everything we do. Our objective is to deliver day-to-day management and emergency response services to customers of all sizes, and to do so with reliability and certainty. Th is is an essential part of building a successful SaaS business as recurring customer purchases are a critical element of the business model. We consider the level of existing customer purchases that recur each year to be a testament to the quality and importance of the services we provide. In fiscal 2008, $42.6 million, or 59% (2007: 52%), of our total Sales Contracts were to existing commercial customers (education, corporate, healthcare and government). These customers purchased 991,000 subscriptions, representing nearly 100% renewal and replacement rates on the 381,000 contracts that expired in the period, with the remainder representing deeper penetration into existing customers’ computer populations. This is a trend that has repeated itself each fiscal year, and one we expect to continue in fiscal 2009, during which approximately 500,000 commercial subscriptions will come up for renewal. 19
  22. 22. Management’s Discussion & Analysis Traditionally, we have focused on customers in the commercial segment. However, in fiscal 2006, we launched a consumer offering branded “Computrace LoJack for Laptops”. The consumer market now represents 22% of our total Sales Contracts. Growth in this vertical accelerated at the end of fiscal 2007 due to a bundling program with a large PC OEM, which continued into fiscal 2008 and generated 14% of total Sales Contracts for the year. While the magnitude of this program declined in the second half of fiscal 2008, it gave us the momentum and scale we needed to establish a healthy and more diversified consumer business as we head into fiscal 2009. In addition to this ongoing program, for fiscal 2009, we have 550,000 consumer subscriptions coming up for renewal, which has created a new renewal revenue stream opportunity for us. Renewals to these customers is expected to be at a higher price than the high-volume bundling prices initially provided to our PC OEM partner. We have also expanded our consumer retail presence with Apple Stores, Costco.com, CircuitCity. com, Best Buy Canada, Future Shop, and will work to have others come on board for the coming back-to-school and Christmas season. Technology There are three main components of Absolute’s SaaS technology – the Network Operating Center (NOC), the Computrace Agent, and client applications. The NOC is hosted by Absolute in one of three North American locations. It accepts encrypted communications from activated Computrace Agents, provides instructions, scripts and client applications to the client and manages the services. Customers are able to access their management console via a secure web portal in order to manage, monitor and track their computing devices. The Computrace Agent is a stealthy and persistent software communication technology that occupies little space and operates in the background without end-user interruption. The Agent is only 27kb in size and is installed on the device hard drive once a customer activates the service. The Agent is also cross-platform and is capable of being deployed on, and integrated into, the firmware of any computing device. Some of the world’s leading PC OEMs provide embedded firmware support for the Computrace Agent that increases the Agent’s persistence, or ability to survive unauthorized attempts to tamper with the Agent. Embedded firmware support for Absolute’s Computrace Agent is built into the BIOS of laptops shipped worldwide by Dell, HP, Lenovo, Gateway (recently acquired by Acer, with its commercial businesses sold to MPC), Toshiba, Fujitsu, Panasonic, Motion Computing and Itronix. In addition, embedded BIOS support for Computrace is also provided with certain desktop lines from Dell, HP, Lenovo and Gateway. Embedded support was first provided by Lenovo in February 2005, and, by June 30, 2008, an estimated 80 million computers have shipped worldwide with embedded support for Computrace. Client applications include software developed by Absolute and other third-party software. The applications are able to be deployed remotely via the NOC and Computrace Agent communication protocol. The required applications are delivered only when needed. For example, Absolute’s forensic investigative tools are only deployed once a computer is reported stolen and the tools are only accessible by Absolute’s Investigative Recovery Team. In this manner, we keep these powerful tools in the hands of experts and protect our customers’ privacy during normal usage, and we also minimize the disc space used by our solutions. The client applications include a variety of powerful tools, including asset tracking and policy management applications, our data delete capability, and our forensic investigative tools (keystroke loggers, IP address trackers, Wi-Fi and GPS locators, remote access technology, etc.). Some of our new technology highlights for fiscal 2008 include: • Development of a post-theft audit tool that provides confirmation to our customers that their sensitive data was deleted and that it was not accessed prior to deletion. This is an essential compliance tool for organizations exposed to potential data breaches through lost or stolen computers. • Launch of our Windows Mobile handset solutions that enable our commercial customers to track smartphones and delete compromised data post loss or theft via the same customer console with which they secure and track their computers. This has created a new market opportunity for us and is expected to be followed with support for more services and devices in fiscal 2009. • Collaborative integration and support for Intel’s Anti-Theft Technology platform in April 2008. We expect this Intel initiative to significantly increase the market opportunity for anti-theft solutions through their marketing and worldwide awareness campaigns. As one of only six vendors authorized to leverage the Intel chip, and as the pioneer and leader in this emerging category, we expect to win 20
  23. 23. Absolute Software 2008 Annual Report a significant share of this market, and to leverage it to accelerate our globalization initiatives. The new Intel chipsets with the Anti-Theft Technology platform are expected to begin shipping in the third quarter of calendar 2008. • Announced support for the Qualcomm Gobi module – the world’s only multimode 3G and GPS embedded chipsets that are expected to become available in the third quarter of calendar 2008. We expect this to accelerate the adoption of embedded broadband cellular capability. For customers who adopt this new technology, they can automatically utilize Absolute’s enhanced real-time data delete, asset tracking and theft recovery services, together with GPS tracking and mapping. With this capability, customers can see all of their computing assets on a map in real-time, providing powerful geo-fencing capability and immediate emergency response capability. We launched a beta version of this solution for customers to evaluate in July 2008. Sales and Distribution Channels Absolute has a relatively large sales and marketing organization that focuses on: generating end user customer demand, closing business, fulfilling the sale through our PC OEM partner, and continuing to serve the end customer. Over 80% of our sales are distributed through the PC OEMs that provide embedded BIOS support (Dell, HP, Lenovo, MPC (continuing Gateway’s former corporate business), Toshiba, Fujitsu, Panasonic, Motion Computing and Itronix), as well as others who do not (such as Apple, Acer and Sony). We continue to focus on collaboration efforts with our PC OEM partners as we can better support our mutual customers by working together. However, in efforts to maximize adoption, we have begun to expand our distribution channels to include other retailers, value-added resellers, system integrators and other industry-leading technology manufactures for computer and hand-held devices. We support our partner channels and customer demand via a team of sales and marketing profes- sionals who work alongside our partners to sell our solutions. We have found this to be highly effective and an essential component of our success. Patent Portfolio In addition to our customer base, embedded support and partner ecosystem, we also rely on a portfolio of 14 patents to maintain our competitive advantage. We continue to build this portfolio and currently have 16 new patent applications in process. In order to protect our intellectual property and support our competitive position, we began licensing and litigating to protect our patent portfolio in calendar 2005. Several competitors have since taken licenses to our patent portfolio, and are paying royalty-type fees to Absolute for this right, which to date have not been significant, while others have opted to exit the business. In defending its patent portfolio, Absolute has been the initiating party with respect to assertions and claims of patent infringement. In one case initiated by Absolute, Absolute Software, Inc. v. Stealth Signal, Inc. (USDC Southern District of Texas – Case No. H-05-1416), as a result of a counterclaim in that suit, Absolute is also defendant to a patent infringement claim. Stealth Signal, Inc. (“Stealth”), in an attempt to defend against Absolute’s action, obtained a license to a third-party patent and has asserted a counterclaim alleging that Absolute is infringing this third-party patent. Management and its expert advisors believe strongly that the counterclaim is without merit and, accordingly, no provision or contingency has been recorded in the financial statements. The parties had claim construction hearings in early June 2007, and supplementary briefings have also been fi led. The parties continue to await the Court’s ruling regarding claim construction of the asserted patents. According to SEC documents fi led in August 2007, Phoenix Technologies Inc. (“Phoenix”) purchased certain intellectual property assets relating to the laptop computer software security products of Stealth. At this time it is uncertain whether, when or how this development may impact Absolute’s case against Stealth. We do not regard the second patent dispute as material, and the defendant in that case has not asserted any affirmative counterclaims against Absolute. While we firmly believe that Absolute will ultimately prevail in these two cases, the outcome, time to resolution and impact on Absolute’s business and patent portfolio, if any, cannot be determined at this time. The actual resolution of any matter before the courts, whether at a final or interlocutory stage, may differ materially as a result of future rulings issued by such courts; therefore, as additional information becomes available, management continually re-assesses the potential liability relating to pending litigation, if any. Refer to the “Risks and Uncertainties” section of this MD&A for further information. 21
  24. 24. Management’s Discussion & Analysis Software-as-a-Service Business Model Absolute sells solutions in a SaaS model in which customers acquire subscriptions to software-based services for a limited license term. From a financial perspective, the SaaS model improves the visibility of revenue streams, increases recurring cash flows and is expected to maximize profitability over time. However, the accounting treatment for the SaaS model results in a significant deferral of revenue and profitability generated from pre-paid subscriptions, despite the cash flow it generates in the current reporting period. As a result, SaaS companies are generally evaluated based on Sales Contracts (or prepaid bookings) and free cash flow as opposed to revenue and net earnings. Accordingly, we believe that an understanding of this distinction is important to an evaluation of Absolute’s performance. Subscriptions to Absolute’s solutions are fully invoiced up-front for the purchase term (which varies from one to five years) with non-refundable payment received on standard invoice terms. However, as the customer pays the same amount on renewal of the contract, or on purchase of a new subscription, the full value invoiced is deferred on the balance sheet and recognized ratably over the contract term. We refer to these subscriptions as “Sales Contracts”, which, as previously mentioned, are not a standardized measure prescribed under Canadian GAAP. Sales Contracts are a component of deferred revenue and are calculated by adding revenue to the change in deferred revenue (see Note 10 of the Notes to the Consolidated Financial Statements). As our Sales Contracts have traditionally averaged around 30 months in term, there is a significant lag between revenue recognition and the timing of the Sales Contract and non-refundable cash flows. In general, only 15-20% of Sales Contracts in any given fiscal year are also recognized as revenue in the same fiscal year. Conversely, a majority of our operating expenses in each fiscal year are incurred to generate these Sales Contracts for the period. As a result, in times of rapid growth in the business, GAAP earnings will often decrease or losses increase, while operating cash flow accelerates. Should Sales Contract growth slow down, it is expected that the GAAP earnings would eventually increase to the point where it aligns with cash flow. As more than 50% of annual Sales Contracts tend to come from existing customer renewals and add-ons, we consider expenses incurred to support existing customers to be marketing-related expenses to generate renewals and add-ons, as opposed to pure support costs for prior service commitments. As a result, we focus on Sales Contracts and Cash from Operations as the key performance metrics for the Company. We believe these metrics provide the most meaningful evaluation of the business, while revenue and operating income, or loss, provide a lagging indication of performance. FINANCIAL PERFORMANCE REVIEW AND ANALYSIS Sales Contracts and Revenue Fiscal 2008 Sales Contracts increased 53% (70% in U.S. dollars) to $72.5 million, compared to $47.3 million last year, and increased 222% (267% in U.S. dollars) compared to $22.5 million in fiscal 2006. The increase reflects Absolute’s investment in its team, consumer bundling programs, commercial market sales strategies (corporate, education and government), and international expansion. At the same time, awareness of security issues surrounding mobile computing continues to create growing demand for Absolute’s solutions. The 53% growth in fiscal 2008 Sales Contracts is lower than the 110% growth in fiscal 2007 and 70% in fiscal 2006, due to the decline in the value of the U.S. dollar over the past two years, and the initial sales acceleration from the consumer and embedded strategies introduced in fiscal 2006. Fiscal 2008 Fiscal 2007 Fiscal 2006 Total subscription sales in units 2,248,922 1,077,227 403,489 Percent of subscription sales ($): Institutional customers 78% 80% 87% Consumer customers 22% 20% 13% Average selling price (USD) US$31.80 US$39.02 US$48.36 Average contract term 30 months 30 months 32 months 22
  25. 25. Absolute Software 2008 Annual Report The average selling price (“ASP”) per subscription has decreased from prior years reflecting a changing product mix. The ASP reduction is primarily due to a higher proportion of sales from consumer bundle programs that were introduced in the last half of fiscal 2007, and an increase in data delete and asset tracking solutions, all of which are lower priced and lower featured solutions. Conversely, the ASP for commercial and consumer theft recovery offerings has remained stable in U.S. dollar terms. Sales Contracts are recorded at the value received by Absolute from either the reseller or directly from the customer. The value received from the reseller is net of reseller discounts. Accordingly, the retail price paid for Absolute’s solutions is higher than the amount reported by Absolute as Sales Contracts. Revenue for fiscal 2008 increased 88% to $37.9 million, compared to $20.1 million last year, and increased 224% compared to $11.7 million in fiscal 2006. Revenue is derived almost entirely from the amortization of Sales Contracts through deferred revenue. Since the average contract life is approximately 30 months, a majority of revenue is from Sales Contracts completed during the prior three years. In general, only 15-20% of new and renewal Sales Contracts in any given fiscal year are included in revenue for the year, with the remainder included in deferred revenue on the balance sheet. See the SaaS Model section of this MD&A for further discussion. Operating Expenses (dollar and subscription figures in millions) Fiscal 2008 Fiscal 2007 Fiscal 2006 Cost of goods sold (“COS”) $ 11.4 $ 6.9 $ 4.1 Sales and marketing (“S&M”) 18.1 10.1 6.7 Research and development (“R&D”) 4.8 3.3 2.0 General and administration (“G&A”) 6.7 5.2 3.2 Total operating expenses, excluding Investment Tax Credits and stock-based compensation* $ 41.0 $ 25.5 $ 16.0 % increase 61% 59% 46% % of Sales Contracts 57% 54% 71% Number of employees at quarter-end 248 168 106 Subscriptions under contract 3.3 1.6 0.7 * Stock-based compensation is excluded as it is a non-cash item which has increased primarily due to changes in the Company’s stock price and growth in headcount. Investment tax credits are excluded as fi scal 2008 was the fi rst year of recording these and was a cumulative adjustment, so it is not indicative of the expected annual amount in the future, nor is it meaningful to evaluate relative to prior periods. Total operating expenses, excluding Investment Tax Credits and stock-based compensation, have increased commensurate with sales growth over the past three fiscal years. The 61% increase over last year is a result of expansion of the employee base and sales and marketing efforts to generate and support current and future sales growth targets. A majority of operating costs relate to current Sales Contracts and, therefore, management focuses on total expenses excluding stock-based compensation as a percentage of Sales Contracts to measure the efficiency and effectiveness of this investment. For fiscal 2008, this ratio increased to 57% of Sales Contracts from 54% last year, and improved from 71% in fiscal 2006. The ratio is in line with management expectations and cash margin targets for the respective periods. The gross margin for fiscal 2008 has improved to 70% compared to 66% in the prior year and 65% in fiscal 2006. When considering the gross margin, it is important to recognize that approximately 30% of the cost of goods sold (“COS”) in the period is made up of up-front costs related to the Sales Contracts generated in the period as opposed to revenue. These COS items include packaging costs and initial training, delivery and customer support costs associated with new customer subscriptions. The remaining costs relate to monitoring, recovery and guarantee costs, which management also views as relating to current sales rather than revenue, given that over 50% of Sales Contracts are generated through existing customers. Increases in sales and marketing (“S&M”) expenditure reflect expansion of the sales team and increased marketing expenditures to support partner and vertical growth strategies. As a percent of Sales Contracts, S&M expenses were 25% for the current year, compared to 21% in fiscal 2007 and 30% in fiscal 2006. The increase relative to fiscal 2007 is primarily due to marketing programs implemented to accelerate attach rates and support international growth, and the expansion of Absolute’s business development team to capitalize on partnering opportunities such as those with Intel and Qualcomm. 23
  26. 26. Management’s Discussion & Analysis Research and development (“R&D”) expenditures increased 47% in fiscal 2008 in support of current and future sales targets, partner integration initiatives, new feature development (such as the recent real-time and smartphone launches), and international expansion. Resources continue to be added in support of the Company’s strategic objectives. General and administrative (“G&A”) expenses increased 29% over last year primarily due to increases in rent and compensation expenses. Rent has increased as the Company moved its head office in August 2007, and acquired additional space in June 2008, which increased both its square footage and lease rate. The compensation expense has increased with sales, reflecting rising headcount and compensation levels. The increase in these expenditures was partially offset by a reduction in litigation expenses which declined to $265,000 in fiscal 2008, from $1.1 million in fiscal 2007 and $492,000 in fiscal 2006. Operating Loss Absolute’s operating loss, excluding Investment Tax Credits and stock-based compensation, was $3.2 million for fiscal 2008, a 41% decrease from $5.3 million last year, and a 26% decrease from $4.3 million in fiscal 2006. The growth in Sales Contracts over the last three years has resulted in revenue reaching sufficient levels to offset the operating cost increases required to meet Absolute’s sales growth targets. Stock-based compensation increased to $4.9 million in fiscal 2008, compared to $1.0 million last year, and $476,000 in fiscal 2006. The increase reflects the Company’s significant headcount expansion to 248 people (168 June 30, 2007; 106 June 30, 2006), and share price appreciation resulting in a higher Black-Scholes value for calculating stock-based compensation expense. As a result, the GAAP operating loss excluding Investment Tax Credits increased to $8.1 million for this year, compared to $6.3 million in the prior year and $4.8 million in fiscal 2006. Other Income (Expense) Absolute earns interest income on its cash resources beyond immediate operating requirements. These cash balances are invested in money market funds, bankers’ acceptances and investment grade bonds and com- mercial paper. During fiscal 2008, investment management of Absolute’s cash resources was outsourced to institutional money managers. For fiscal 2008, interest income increased to $2.1 million from $1.0 million in fiscal 2007 and $388,000 in fiscal 2006. Other expenses include $1.4 million of writedowns relating to long-term investments recorded at $3.2 million on the balance sheet. These investments, which include asset-backed commercial paper and other investments, have been written down to their estimated market value at June 30, 2008. Other expenses include foreign exchange gains and losses primarily on the translation of U.S. dollar cash, receivable and liability balances. U.S. denominated assets normally exceed liabilities as over 90% of sales are denominated in U.S. dollars, compared to approximately 50% of costs. Th is generally results in foreign exchange losses (gains) in periods where the U.S. dollar declines (appreciates) relative to the Canadian dollar. In fiscal 2008, the foreign exchange loss was $805,000 as compared to a $640,000 loss in fiscal 2007, and a $229,000 loss in fiscal 2006, as a result of the significant decline in the U.S. dollar during the past two years. While changes in U.S. dollar depreciation relative to the Canadian dollar has impacted the rate of Sales Contract growth, Absolute has been able to manage investment levels to achieve its Cash Margin targets. Net Loss The Company’s net loss after income taxes for fiscal 2008 was $8.4 million, a 43% increase from $5.9 million last year, and an increase of 113% from $3.9 million in fiscal 2006. The increased loss in fiscal 2008 is primarily due to writedowns of certain investments and increased stock-based compensation expense. Excluding these items, the fiscal 2008 net loss decreased 58% to $2.1 million, compared to $4.9 million for the same period last year, and decreased 40% from $3.5 million in fiscal 2006. Included in the fiscal 2008 net loss was an income tax expense for Canadian taxes of $1.4 million. This was offset by a $1.4 million tax recovery for the value of Canadian Investment Tax Credits (“ITCs”). These ITCs were credited against operating expenses, as the credit is generated by certain eligible research and development expenditures. Further ITCs are expected in future periods, but at a lower value as the fiscal 2008 amount includes a cumulative credit from prior years. In prior periods, management deemed it less likely that these credits would be realized. 24
  27. 27. Absolute Software 2008 Annual Report Cash from Operations Including the quarter just ended, Absolute has generated 16 consecutive quarters of positive cash from operations. Cash from operations for fiscal 2008 of $30.0 million increased 78% from $16.9 million last year and 615% from $4.2 million in fiscal 2006. The increase is a result of accelerated Sales Contract growth and increased leverage in the business. Consistent with historic patterns, first and second quarter cash from operations are higher due to seasonally strong sales, and then trend downward in the second half of the fiscal year as investments for the coming fiscal year are made. The resulting “Cash Margin” (equal to cash from operations as a percent of Sales Contracts) increased to 41% for fiscal 2008 as compared to 36% in fiscal 2007 and 19% in fiscal 2006. Liquidity and Capital Resources Absolute is in a strong financial position, with no debt and with the financial resources necessary to fund its operating and capital requirements and to execute on its growth strategies. At June 30, 2008, Absolute’s cash, cash equivalents and investments increased on positive operating cash flows to $64.0 million, compared to $34.9 million at June 30, 2007, and $16.7 million at June 30, 2006. Management expects the Company to continue generating cash from operations in the coming quarters and, therefore, believes that the Company has sufficient capital resources to meet its growth and operating requirements. The Company has no material capital expenditure commitments for fiscal 2009. Given its cash and short-term investment balances and operating cash flow, at this time the Company does not have, nor require, any additional capital resources. Accounts Receivable Accounts receivable balances increased to $18.4 million at June 30, 2008 (86% of fourth quarter Sales Contracts), up from $11.7 million at June 30, 2007 (72% of fourth quarter Sales Contracts), and $6.2 million at June 30, 2006 (74% of fourth quarter Sales Contracts). Quarterly Sales Contracts tend to be concentrated toward the end of the quarter; therefore, a high proportion of current quarter sales tend to remain in receivables at the end of each quarter. At June 30, 2008, this ratio increased to 86% due to an unusually large proportion of fourth quarter sales generated in the last month of the quarter (57% of Q4 sales were in the month of June 2008, while last year only 46% of Q4 sales were in the month of June 2007), changes in payment terms for the consumer bundle program, and payment delays resulting from an OEM partner being acquired. The accounts receivable balances are net of bad debt allowances of $715,000 at June 30, 2008, compared to $20,000 at June 30, 2007. As a majority of the related revenue is included in deferred revenue, a majority of the bad debt allowances is charged to deferred revenue and amortized against revenue over the term of the sales to which the allowance relates. Deferred Contract Costs Certain direct contract costs are capitalized as deferred contract costs on the balance sheet and are charged to income over the term of the contract to which they relate. Capitalized direct contract costs are primarily comprised of prepaid employee commissions and estimated warranty costs over the life of each contract. At June 30, 2008, deferred contract costs of $14.7 million (17% of deferred revenue) are up from $11.2 million (21% of deferred revenue) at June 30, 2007 and $5.8 million (22% of deferred revenue) at June 30, 2006. The decrease to 17% of deferred revenue at June 30, 2008 reflects a reduction in the overall sales commission and warranty accrual rates. Accrued Warranty Absolute offers a recovery guarantee, or warranty, with certain of its products whereby customers are eligible for up to a US$1,000 guarantee payout if they follow the proper terms and conditions, and Absolute is unable to recover the stolen computer within a specified time frame. For each Sales Contract that includes the guarantee, Absolute records a warranty provision for the full value of estimated guarantee payments under the program. The corresponding expense is recorded as deferred contract costs and charged to cost of sales over the term of each contract. Net guarantee payments made to subscribers reduce the warranty accrual. 25
  28. 28. Management’s Discussion & Analysis Accrued warranty increased to $11.8 million (13% of deferred revenue) at June 30, 2008, compared to $8.0 million (15% of deferred revenue) at June 30, 2007, and $2.9 million (11% of deferred revenue) at June 30, 2006. Each period, management evaluates its guarantee payment experience and considers whether changes are required to the estimated warranty provision. Based on this evaluation of actual warranty experience, management decreased the accrual rate in fiscal 2008 to an average of $3.36 per unit per year from $3.75 per unit per year in fiscal 2007. Deferred Revenue Deferred revenue represents Sales Contracts invoiced for which the non-refundable payment is received or due to be paid in full, but for which the revenue is not yet recognizable under GAAP. Refer to Note 10 for a reconciliation of deferred revenue to Sales Contracts and revenue. As a result of Sales Contracts of $72.5 million in fiscal 2008, deferred revenue climbed to $87.8 million at June 30, 2008, compared to $54.2 million at June 30, 2007, and $27.0 million at June 30, 2006. Future Sales Contracts will continue to increase this balance and will have a corresponding effect on revenue in future periods. Deferred revenue provides a high degree of visibility for future period revenues, with the current portion showing the amount that will be included in revenue over the next 12 months. The scheduled recognition of deferred revenue is as follows: F2009 F2010 F2011 F2012 F2013 Total Revenue recognized (millions) $ 41.4 $ 27.7 $ 14.0 $ 3.8 $ 0.9 $ 87.8 Subscriptions expiring (millions of units) 1.0 0.6 1.2 0.5 – 3.3 Accounting Changes Refer to Note 2(b) in the June 30, 2008 Consolidated Financial Statements Quarterly Operating Data (in millions except per share data) Q4-08 Q3-08 Q2-08 Q1-08 Q4-07 Q3-07 Q2-07 Q1-07 Q4-06 Sales Contracts $ 21.5 $ 15.0 $ 15.0 $ 21.0 $ 16.2 $ 10.6 $ 9.3 $ 11.1 $ 8.4 Revenue 11.2 10.1 8.9 7.7 6.3 5.3 4.6 4.0 3.4 Net loss (ex-Stock- Based Comp) (0.7) 0.1 (0.8) (2.0) (2.0) (0.9) (0.8) (1.2) (1.1) Net (Loss) (2.3) (1.3) (1.9) (2.9) (2.4) (1.2) (1.0) (1.3) (1.3) Basic and diluted (loss) per share (0.05) (0.03) (0.04) (0.06) (0.05) (0.03) (0.02) (0.03) (0.03) Cash from operations 5.4 6.6 9.1 8.9 4.5 3.5 4.3 4.7 1.3 Operating cash per share (basic) 0.11 0.14 0.19 0.19 0.10 0.08 0.10 0.11 0.03 Shareholders’ Deficiency and Outstanding Share Data At June 30, 2008, Absolute had shareholders’ deficiency of $2.9 million. In evaluating the shareholders’ equity, management believes it is important to consider the $87.8 million of deferred revenue carried on the balance sheet. This represents prepaid (or due to be paid on standard payment terms) and non-refundable revenue, which management expects to generate high margins when recognized in income as much of the associated contract costs are already included in the operating deficit. Effective January 4, 2008, Absolute’s common shares were subdivided on a two-for-one basis. All per share amounts in this discussion and analysis have been restated to reflect the split. The Company’s common shares trade on the TSX (TSX:ABT), and at June 30, 2008 the Company had 47,811,570 (47,858,532 at August 11, 2008) fully issued and outstanding common shares. At an Extraordinary General Meeting of the Company held on June 8, 2007, shareholders approved an amendment to the Company’s Employee Share Option Plan which resulted in an increase in the number of options available for grant under the Plan to 6,916,346. In addition, shareholders approved a two-year rolling option plan whereby the number of options is increased to 15% of outstanding common shares. 26
  29. 29. Absolute Software 2008 Annual Report The following common share stock options and warrants are issued and outstanding at June 30, 2008: • Employee Share Option Plan (2007): 6,169,410 common stock options granted and outstanding. The options have a weighted average strike price of $8.92 per share, and a weighted average term to expiry of 3.1 years. In fiscal 2008, a total of 2,658,950 stock options were granted to employees at an average strike price of $14.28, of which 721,000 were issued to insiders at an average strike price of $14.73. Of the total grants issued in fiscal 2008, 1,448,000 were issued as new hire grants. • Employee Share Purchase Plan (2006): Under the Plan, employees may purchase treasury shares at a 15% discount from the market price during a six-month offering period. A total of two million shares have been reserved for grant under the Plan, of which 306,984 have been issued as at June 30, 2008, with an additional 46,962 issued on July 4, 2008. • Branding Agreement Warrants: The Company issued one million warrants in fiscal 2006 to acquire rights to the “LoJack” brand name, of which 600,000 remained outstanding at June 30, 2008 and August 11, 2008. The warrants have an exercise price of $1.00 per share, vest 20% per year starting June 30, 2006, and expire the earlier of two years after vesting, June 30, 2010, or upon termination of the agreement. Critical Accounting Policies and Estimates Management considers the Company’s accounting for Sales Contracts, deferred contract costs, warranty accruals and future tax assets to be critical accounting policies. An understanding of the accounting policies for these items is important for meaningful analysis of Absolute’s business. Sales Contracts and deferred contract costs represent invoiced sales and expenses that are generated or incurred at the start of each service subscription. These items are capitalized on the balance sheet as deferred revenue or deferred contract costs, and are recognized as revenue or expense ratably over the contract term. No management estimates are required for deferred revenue as the amortization period is based upon the purchased term of service in each contract. Deferred costs are amortized on the same basis as the contracts to which they relate, which management estimates to match the benefit period. If manage- ment’s estimate of the future value of such costs should change it could result in a significant writedown in the value of this deferral. Warranty accruals require management estimates of the amount of warranty claims that will be paid over the life of each sales contract. The value of the accrued warranty estimate is capitalized with deferred contract costs and charged to cost of sales ratably over the contract term. Accrual estimates are established based on Absolute’s experience with loss and recovery rates, and are reviewed for reasonableness based on actual experience on a regular basis. However, actual experience will likely vary and may require a change in the estimated liability. Should these estimates change, they may require changes to the amount of warranty expense in future periods, in addition to a change in the warranty accrual. The Company has recognized a portion of its future tax assets on the balance sheet. Each reporting period, management assesses the likelihood of realizing future tax assets. Where management considers that it is more likely than not that some portion or all of the future tax assets will be realized, the estimated realizable value of the future tax asset is recognized on the balance sheet. The net income or loss after income taxes can vary widely in periods where tax assets are recognized, and such variances could lead to a material writedown or increase in the estimated value of the Company’s tax assets. Contractual Commitments The Company does not have minimum purchase commitments or significant contractual commitments beyond its leased premises, LoJack branding agreement and fulfillment of services under its Sales Contracts. The following table summarizes these commitments: F2009 F2010 F2011 F2012 F2013 F2014+ Total Lease Commitments $ 1,170,265 $ 1,305,518 $ 1,260,186 $ 1,280,082 $ 1,279,826 $ 540,567 $ 6,836,444 LoJack Agreement 101,970 101,970 101,970 101,970 101,970 203,940 713,790 Total Commitments $ 1,272,235 $ 1,407,488 $ 1,362,156 $ 1,382,052 $ 1,381,796 $ 744,507 $ 7,550,234 27
  30. 30. Management’s Discussion & Analysis Off-Balance Sheet Arrangements The Company has not entered into any off-balance sheet arrangements. Related Party Transactions The Company does not enter into related party transactions. Subsequent Events Up to the date of this report of August 11, 2008, there have not been any significant subsequent events or transactions that would require disclosure in, or adjustment to, the consolidated financial statements as at June 30, 2008. Recent Canadian Accounting Pronouncements Goodwill and Intangible Assets In February 2008, the CICA issued Section 3064, “Goodwill and Intangible Assets”, which replaces Section 3062. This new standard provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets and is effective for the Company beginning July 1, 2009. Adoption of International Financial Reporting Standards (IFRS) The CICA plans to converge Canadian GAAP with IFRS over a transition period expected to end in 2011. The Company is currently assessing the future impact of these new standards on its financial statements. Evaluation of Disclosure Controls and Internal Controls over Financial Reporting The Company has disclosure controls and procedures in place that are designed to provide reasonable assurance that material information relating to Absolute is disclosed on a timely basis. Management has reviewed the Company’s disclosure controls and concluded that they were effective during the reporting period. The Company has also designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP. During fiscal 2008, there were no changes to internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting. Risks and Uncertainties The Company is selling and developing products and services for new and emerging markets and, as a result, faces a number of risks, many of which are outlined below. Microsoft Operating Systems Absolute has designed the majority of its services to operate on certain generations of Microsoft Windows operating systems. The development by Microsoft of new versions of Windows and/or upgrades or updates to Windows or other operating systems and/or the market adoption of these or other operating systems developed by other vendors may have an adverse effect on Absolute’s business if we are not able to adapt our technology to be compatible with these new operating systems. Dependence on Distribution Channels Absolute generates a substantial portion of its revenue through PC OEM channels and its sales strategy is built upon Absolute’s ability to continue to maintain its BIOS position with these partners and grow its reseller channels. If unable to access end customers through its reseller channels, Absolute will have to change its sales strategy and may not be able to grow at the rates anticipated. Operating Environment The Computrace software that enables this product operates in a potentially hostile environment. In addition, Absolute’s services rely upon connection to Absolute’s monitoring centre. If the computer is prevented from making, or is not able to make, a connection, Absolute will not have an opportunity to assist in recovering the stolen computer. If Absolute is unable to successfully demonstrate to customers that the Computrace Agent will call in, it may affect Absolute’s ability to sell the theft recovery portion of the products offered to customers. 28
  31. 31. Absolute Software 2008 Annual Report Product Errors and Third-Party Mischief The software technology that enables Absolute’s software services is complex and the related application software may contain errors or defects, especially when first introduced or when new versions are released. Any errors that are discovered after commercial release could result in loss of revenues or delay in market acceptance, diversion of development resources, damage to Absolute’s reputation, increased service and warranty costs and liability claims. In addition, it is possible that our product may become the subject of a third-party attack or disruption, whether malicious or otherwise. This could adversely affect the persistence of our technology and a materially adverse effect of this kind could materially adversely affect our business. Breach of Security Measures and Unauthorized Access The Company’s service involves the storage and transmission of certain customer information, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. Absolute’s technology and security measures have been designed and implemented in order to mitigate risks of this nature. However, if our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, during transfer of data to additional data centres or at any time, and, as a result, someone obtains unauthorized access to our data or our customers’ data, our reputation could be damaged, our business may suffer and Absolute could incur significant liability. The Company may be unable to anticipate new attack techniques or may not have time to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and Absolute could lose sales and customers. In addition, our customers may authorize third-party service providers to access their customer data. Because the control of these third-party service providers is undertaken by our customers, Absolute cannot ensure the complete integrity or security of such transmissions or processing. Interruptions or Delays in Service from Our Third-Party Hosting Facilities Absolute currently serves its customers from facilities that include a third-party hosting facilities located on the west coast of Canada and the U.S. Damage to, or failure of, our systems generally could result in interruptions in our service. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rates and our ability to attract new customers. Our business will also be harmed if our customers and potential customers believe our service is unreliable. As part of our current disaster recovery arrangements, redundant hardware is deployed where possible in all production customer environments. Production data is backed up onto encrypted media and taken off-site. The recovery procedures and encryption keys are held remotely by Absolute employees, so that the systems can be restored in the event of a site-wide disaster. Other than contractual assurances and agreed-to controls, Absolute does not control the operation of any of these facilities, and they are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in our service. Even with the disaster recovery arrangements, our service could be interrupted. Consumer Product Liability With the expansion of its consumer business, as with all manufacturers of products and services designed for use by consumers, the Company may be subject to claims related to product liability and consumer protection legislation, particularly in the U.S. Although the Company is insured for claims relating to product liability, no assurance can be given that a judgment will not be rendered against it in an amount exceeding the amount of insurance coverage or in respect of a claim for which the Company is not insured. Competition It is also possible that new competitors will enter the marketplace. Several potential competitors are marketing or have announced the development of computer products in direct competition with Absolute. In addition, as Absolute develops new services, the Company may begin competing against companies with whom it did not previously compete. Such competitors may be able to develop and expand their services more quickly, adapt more swiftly to new or emerging technologies and changes in customer requirements, take advantage of acquisition and other opportunities more readily, and devote greater resources to the marketing and sale of their services and products than Absolute. Accordingly, the entry of new competitors could have a material adverse effect on Absolute’s business, financial condition and results of operations. 29

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